TIDMBHRD
RNS Number : 0383B
Be Heard Group PLC
18 September 2018
18 September 2018
For Release
BE HEARD GROUP PLC
Unaudited Interim Report For The Six Months Ended 30 June
2018
Operational Highlights
-- Continued strong organic growth
-- Centralisation of business development teams focused on winning and growing larger clients
-- Group management and operational capability strengthened
-- Centralisation of business functions continues, including HR, Finance, IT and Marketing
-- Annualised cost savings of GBP2.0 million secured
Financial Highlights
-- Group revenue increased by 70% to GBP14.2m (2017: GBP8.3m)
and by 18% on a like-for-like basis
-- Adjusted EBITDA (1) increased to GBP0.7m (2017: GBP0.1m)
-- Loss from operations GBP(3.5)m (2017: GBP(3.0)m)
-- Net debt at GBP(0.5)m (2) after earnout payments (2017: net cash GBP1.2m)
-- Earnout balance at GBP15.1m (December 2017: GBP19.9m)
David Morrison, Non-Executive Chairman of Be Heard Plc,
commented:
"The Group has, from a revenue perspective, performed well
during the first half of the year, delivering good absolute and
like-for-like growth. Additionally, the Group secured a number of
new client wins during the period, which is not only encouraging
given prevailing market conditions, but also supportive of the
growing relevance of the Be Heard proposition.
In our press release on 4th September 2018, Peter Scott founder
and CEO of Be Heard Group Plc announced his decision to leave the
Group. The Board and I recognise Peter's substantial contribution
to the Be Heard story; it was Peter's vision, drive and effort
which created Be Heard.
To support the next stage of Be Heard's development, the new
executive team, in addition to completing the efficiency and
centralisation programme will be conducting a full operating review
of the business. The Group's focus for the near to medium term will
now be to leverage our proposition more fully and to improve our
operational effectiveness, which in time should improve cashflow,
margins and profitability".
Note 1
We define Adjusted EBITDA as EBITDA adjusted for costs
associated with acquisitions, restructuring of the Group, share
based payments and impairments.
Note 2
Net debt excludes GBP4,098k of convertible loan notes issued on
28 November 2017. The notes are convertible by the holder into
ordinary shares of the Company at any time between the date of
issue of the notes and their redemption date. The notes are
convertible at 3.5 pence per share.
Enquiries
Be Heard Group plc +44 20 3828 6269
David Morrison, Non-Executive
Chairman
Simon Pyper, Chief Executive
Officer
N+1 Singer +44 20 7496 3000
Mark Taylor / Lauren
Kettle
Dowgate +44 20 3903 7715
James Serjeant
FTI Consulting +44 203 727 1000
Jamie Ricketts / Niamh
Fogarty
Chairman's Statement
The first half of this year has seen robust revenue growth on a
like-for-like basis, which is a testament to the quality of the
services being offered by the operating companies within the Group
and the increasing relevance of the Be Heard proposition. When set
against a backdrop of an overall reduction in both the volume and
value of new client engagements, driven, in part, by political and
economic uncertainties and witnessed by several of our competitors,
this revenue growth is good. However, extended pitch processes and
procurement-led pressure on pricing have had an impact on margins
and profitability. Simon Pyper, in his review, comments more fully
on this and the actions taken within the Group to increase
profitability, the full benefits of which we will see in 2019 and
beyond.
Board Changes
There have been notable changes to the Board of Be Heard in the
past few months, Rakhi Goss-Custard retired from the Board in
August and Peter Scott, the founder and CEO, stepped down in
September. Be Heard is a testament to Peter's foresight and
determination, without which the Group would not exist. It is the
intention of all of us working in the business, or associated with
it, to see Peter's vision realise its full potential.
As detailed in our announcement dated 4(th) September 2018, I am
delighted that Simon Pyper has agreed to become, on an interim
basis, the CEO of the Group. Simon has broad experience in the
media and consumer industries, from senior leadership roles over
the past three decades. Most recently, he was on the Board of
Globaldata plc, the AIM-listed data and analysis business, where he
served as Chief Financial Officer from 2016 to 2017. Under Simon's
leadership, Globaldata plc was admitted to AIM in 2010 and grew to
a market capitalisation in excess of GBP500 million.
I am also pleased that Ben Rudman, co-founder of MMT Digital (a
Be Heard company), has agreed to join the Board as Chief Operating
Officer. He has extensive experience of running and growing digital
agencies, having spent almost 20 years at MMT Digital. Ben's focus
will be on implementing process change across the Group and
centralising a number of key functions.
Our Employees
Be Heard is a people business, working together for the benefit
of our clients; our employees being the Group's key differential
and our most valuable asset. I personally would like to thank all
of our employees for their professionalism, dedication and hard
work.
Current Trading and Outlook
Despite market conditions remaining challenging, the Board is
confident that the Group will continue to deliver revenue growth in
the second half of the financial year, as a result of continued
client wins and focus on providing relevant services from across
the Group to our clients.
The Group's focus for the near to medium term will now be to
leverage our proposition more fully and to improve our operational
effectiveness, which, in time, should improve cashflow, margins and
profitability.
David Morrison
Non-Executive Chairman
18(th) September 2018
Operational Review
Be Heard is a collective of over 300, technology, media, data
and creative specialists, who work collaboratively to help our
clients unlock growth. Moreover, Be Heard is a business which is
more than the sum of its parts, and a business which recognises
that "none of us are as smart as all of us".
Our first half results are a positive step in the right
direction. Our strong revenue growth, both absolute and
like-for-like, is given the economic and political environment
within which we operate, a testament to the growing relevance of
the Be Heard proposition.
The challenge for Be Heard going forward is to translate higher
percentage of our revenue growth into earnings growth.
Leveraging our Proposition
Despite winning a number of new client engagements we, like many
of our competitors, have seen a general reduction in the volume and
value of new business which in part reflects the impact on
marketing budgets brought about by the continued economic and
political uncertainty in the United Kingdom. Coupled with this
softening of new business, we have also found that the pitch
process has become somewhat drawn out with procurement playing, to
the detriment of margins, an ever-greater part in the client's
decision-making mix.
To address these structural challenges, the Group will have to
become more responsive and flexible in addressing client needs. We
need to become more "relevant, authentic and distinct" and leverage
our proposition more fully with both existing and new clients.
Under a project titled 'Be Heard 2.0', we have already started this
process:
-- Continuing to develop the Be Heard story and proposition with
intermediaries, existing and new clients;
-- Bringing together and enlarging the Group's business
development teams, focused on attracting larger blue-chip
clients;
-- Emphasis on client "cross pollination", whereby we provide
more services, in more depth, from across the Group;
-- Repositioned analytic resources; and
-- Forsake low margin business, to focus on higher-margin, cash generating opportunities.
Leveraging Operational Effectiveness
Be Heard is a collection of five different agencies. To date,
while there has been a concerted effort to present a united front
in client pitches which has resulted in several notable Group
business wins, the respective agencies run semi-autonomously with
little thought given to benefits which could accrue by centralising
certain functions and responsibilities. Ben Rudman, Group Chief
Operating Officer, has started to:
-- Centralise HR, Finance, IT and Marketing;
-- Implement common processes particularly around resource planning;
-- Standardise reporting processes and output;
-- Formalise incentive schemes ensuring correct behaviours and
outcomes are being rewarded; and
-- Cost reduction initiatives
There is much to be done but we are better placed than ever to
improve our operational effectiveness and margins over the medium
term. In addition to the cost review and centralisation of business
functions that are either complete or in train, we are conducting
an operational review of the whole business to ensure Be Heard is
ready for its next phase of development.
Group Performance
The 5 partner agencies which collectively make-up Be Heard
are:
MMT: Revenues of GBP6.8 million, 61% ahead of Last Year
A user experience and design business which creates digital
solutions that transform business performance. The good first half
performance of MMT largely resulted from leveraging more business
from existing client relationships and some notable new business
wins.
The Corner: Revenues of GBP2.9 million (acquired in Dec 2017, so
no prior year comparative under Be Heard ownership)
A brand and creative company which helps clients become more
relevant to their audience through new thinking and new ideas. From
a revenue perspective, The Corner performed broadly in line with
expectations during the first half of the year, though new business
wins have been somewhat muted reflecting uncertainty around client
budgets.
agenda21: Revenues of GBP2.5 million, 17% below Last Year
agenda21 is a media planning and buying business which optimises
media and content across connected devices. The first half was
difficult for agenda21 with its results adversely affected by the
loss in December of last year of its largest client who "in housed"
a number of work streams. The business has had some success in
winning new business, but not at a rate sufficient to compensate or
deliver year on year growth.
Freemavens: Revenues of GBP1.1 million, 61% ahead of Last
Year
An analytics and insight business which makes use of customer,
audience and market data to provide cortical insights to blue chip
clients. A strong first half for Freemavens driven by increased
engagements from its top clients and some new notable new business
wins.
Kameleon: Revenues of GBP0.8 million, 112% ahead of Last
Year
A content marketing and production business which encourages
better engagement between clients and their customers. The
management team of Kameleon should be congratulated on turning the
business around, securing a number of new client wins and
increasing revenue spend from existing clients.
New Clients
Notable client wins included; Vodafone Enterprise, Aviva, GSK,
L'Occitane and Equifax.
Centralisation of Business Functions
We have started to centralise a number of business functions and
reduce both overheads and inefficiency. The expected annualised
saving of this programme of work is circa GBP2.0m, the benefits of
which will begin to be seen in the second half of this year, with
the full benefits being realised in 2019.
The Market
We are operating in uncertain economic and political times, and
we, like many companies in our space, have seen and continue to see
this having an adverse impact on client spending decisions.
The large holding company model would appear to be out of favour
and the future, for now at least, seems to be biased towards agile
and responsive agencies such as ours. We are confident that there
is growth to be had, we need to be better at finding it and
converting a higher proportion of our pitches to engagements.
Priorities
Our immediate priorities are to focus on better leveraging our
proposition and operational effectiveness, and to build a business
which delivers sustainable long-term profitable growth.
We need to, and can achieve more with what we have, it is as
simple as that, though simple doesn't always equate to easy.
Simon Pyper
CEO
18(th) September 2018
INTERIM CONSOLIDATED INCOME STATEMENT
for the six months ended 30 June 2018
Unaudited Unaudited Audited
Six months Six months 12 months to
to to
30 June 18 30 June 17 31 December
17
GBP'000 GBP'000 GBP'000
Billings 27,152 16,002 34,666
Cost of sales (13,001) (7,673) (15,116)
_______ _______ ______
Net Revenue 14,151 8,329 19,550
Administrative expenses (17,638) (11,350) (23,434)
_______ _______ ______
Loss from operations (3,487) (3,021) (3,884)
EBITDA adjusted 651 121 1,601
Depreciation (96) (61) (107)
Amortisation (1,599) (1,364) (2,604)
Impairment of intangibles (717) (1,181) (1,493)
Impairment of goodwill (982) - (2,269)
Write back of contingent consideration 200 - 2,269
Acquisition/listing costs - (186) (937)
Share based payments (8) (212) (235)
Termination payments (593) - (109)
Legacy writeoffs (151) - -
Holiday pay accrual (190) (138) -
______ ______ ______
Loss from operations (3,487) (3,021) (3,884)
---------------------------------------- ----------- ----------- -----------
Finance income - - -
Finance costs (285) (5) (66)
______ ______ ______
Loss before taxation (3,772) (3,026) (3,950)
Tax credit 645 428 1,536
______ ______ _____
Loss for the period (3,127) (2,598) (2,414)
______ ______ ______
TOTAL COMPREHENSIVE EXPENSE
FOR THE (3,127) (2,598) (2,414)
PERIOD ======== ======== ========
Loss and Total Comprehensive
Expense for the Period attributable
to:
Non-Controlling Interest
Equity holders of the parent 162 (10) (162)
(3,289) (2,588) (2,252)
______ ______ ______
(3,127) (2,598) (2,414)
======== ======== ========
Loss per share (see below)
Basic GBP(0.00) GBP(0.01) GBP(0.01)
Diluted GBP(0.00) GBP(0.01) GBP(0.01)
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2018
(unaudited)
Share Merger Equity Non-
Share premium Relief Retained Attributable controlling
-------- -------- -------- --------- --------------- ------------ --------
capital reserve Reserve earnings to Owners Interests Total
of
-------- -------- -------- --------- --------------- ------------ --------
Parent Company
-------- -------- -------- --------- --------------- ------------------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- --------- --------------- ------------ --------
Balance at 30 June
2016 6,521 10,609 2,491 (3,051) 16,570 - 16,570
-------- -------- -------- --------- --------------- ------------ --------
Total comprehensive
expense for the
period - - - (718) (718) - (718)
-------- -------- -------- --------- --------------- ------------ --------
Issue of new shares 624 - 1,465 - 2,089 - 2,089
-------- -------- -------- --------- --------------- ------------ --------
Share based payment
expense - - - 252 252 - 252
-------- -------- -------- --------- --------------- ------------ --------
_____ _____ _____ _____ _____ _____ _____
-------- -------- -------- --------- --------------- ------------ --------
Balance at 31 December
2016 7,144 10,609 3,956 (3,516) 18,193 - 18,193
-------- -------- -------- --------- --------------- ------------ --------
Total comprehensive
expense for the
period - - - (2,588) (2,588) (10) (2,598)
-------- -------- -------- --------- --------------- ------------ --------
Issue of new shares 986 2,561 - - 3,547 - 3,547
-------- -------- -------- --------- --------------- ------------ --------
Issue costs deducted
from equity - (127) - - (127) - (127)
-------- -------- -------- --------- --------------- ------------ --------
Share based payment
expense - - - 212 212 - 235
-------- -------- -------- --------- --------------- ------------ --------
Non controlling
interests on acquisition
of subsidiary - - - - - 64 64
-------- -------- -------- --------- --------------- ------------ --------
_____ _____ _____ _____ ______ _____ _____
-------- -------- -------- --------- --------------- ------------ --------
Balance at 30 June
2017 8,131 13,043 3,956 (5,892) 19,237 54 19,291
-------- -------- -------- --------- --------------- ------------ --------
Total comprehensive
expense for the
period - - - 336 336 (152) 184
-------- -------- -------- --------- --------------- ------------ --------
Issue of new shares 1,689 359 2,733 - 4,781 - 4,781
-------- -------- -------- --------- --------------- ------------ --------
Issue costs deducted
from equity - (178) - (178) - (178)
-------- -------- -------- --------- --------------- ------------ --------
Share based payment
expense - - - 23 23 - 23
-------- -------- -------- --------- --------------- ------------ --------
_____ _____ _____ _____ ______ _____ _____
-------- -------- -------- --------- --------------- ------------ --------
Balance at 31 December
2017 9,819 13,224 6,689 (5,533) 24,199 (98) 24,101
-------- -------- -------- --------- --------------- ------------ --------
Total comprehensive
expense for the
period - - - (3,289) (3,289) 162 (3,127)
-------- -------- -------- --------- --------------- ------------ --------
Issue of new shares 588 1,349 - - 1,937 - 1,937
-------- -------- -------- --------- --------------- ------------ --------
Issue costs deducted
from equity - (16) - (16) - (16)
-------- -------- -------- --------- --------------- ------------ --------
Share based payment
expense - - - 8 8 - 8
-------- -------- -------- --------- --------------- ------------ --------
_____ _____ _____ _____ ______ _____ _____
-------- -------- -------- --------- --------------- ------------ --------
Balance at 30 June
2018 10,407 14,557 6,689 (8,814) 22,839 64 22,903
-------- -------- -------- --------- --------------- ------------ --------
_____ _____ _____ _____ ______ _____ _____
-------- -------- -------- --------- --------------- ------------ --------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2018
Unaudited Unaudited Audited
as at as at as at
30 June 18 30 June 17 31 December
17
GBP'000 GBP'000 GBP'000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 404 163 324
Intangible assets 41,934 36,532 45,232
______ ______ _______
TOTAL NON-CURRENT ASSETS 42,338 36,695 45,556
______ ______ _______
CURRENT ASSETS
Trade and other receivables 9,464 7,065 10,423
Corporation tax 183 121 -
Cash and cash equivalents 2,503 1,220 3,107
______ ______ _______
TOTAL CURRENT ASSETS 12,150 8,406 13,530
______ ______ _______
TOTAL ASSETS 54,488 45,101 59,086
______ ______ _______
LIABILITIES
CURRENT LIABILITIES
Trade and other payables (10,875) (7,605) (14,984)
Bank and other loans (3,000) - (1,000)
Provision for liabilities (5,335) (5,530) -
_______ _______ ________
TOTAL CURRENT LIABILITIES (19,210) (13,135) (15,984)
_______ _______ ________
NON-CURRENT LIABILITIES
Trade and other payables - (184) (682)
Bank and other loans (4,098) - (4,014)
Corporation tax liability - (724) (1,093)
Provision for liabilities (8,277) (11,767) (13,212)
_______ _______ ________
TOTAL NON-CURRENT LIABILITIES (12,375) (12,675) (19,001)
_______ _______ ________
TOTAL LIABILITIES (31,585) (25,810) (34,985)
_______ _______ ________
TOTAL NET ASSETS 22,903 19,291 24,101
_______ _______ ________
CAPITAL AND RESERVES
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Share capital 10,407 8,131 9,819
Share premium reserve 14,557 11,998 13,224
Merger relief reserve 6,689 5,001 6,689
Retained earnings (8,813) (5,893) (5,533)
_______ _______ _______
Equity attributable to owners of parent company 22,839 19,237 24,199
Non-controlling interests 64 54 (98)
_______ _______ _______
TOTAL EQUITY 22,903 19,291 24,101
_______ _______ _______
CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30 June 2018
Unaudited Unaudited Audited
Six months Six months Period to
to to
30 June 18 30 June 17 31 December
17
GBP'000 GBP'000 GBP'000
OPERATING ACTIVITIES
Net loss from ordinary activities
before taxation (3,771) (3,026) (3,950)
Adjustments for: Depreciation 96 60 107
Amortisation 1,599 1,364 2,604
Other intangible impairment 717 1,181 1,493
Impairment of goodwill 982 - 2,269
Writeback of contingent consideration (200) - (2,269)
Share based payment expense 8 212 235
Finance costs 285 5 66
_____ _____ _____
Operating loss before changes
in working capital and provisions (283) (204) 555
Decrease/(increase) in trade
and other receivables 765 230 45
Decrease in trade and other payables (118) (20) (2,614)
_____ _____ _____
Cash generated/(consumed) by
operations 364 6 (2,014)
Income taxes recovered (104) - 458
___ ___ _____
Cash flows from operating activities 260 6 (1,556)
___ ___ _____
INVESTING ACTIVITIES
Purchase of property, plant and
equipment (175) (109) (251)
Consideration paid on acquisition
of subsidiaries - (1,441) (6,675)
Deferred consideration paid (2,555) (2,186) (2,330)
Payment to buy out shareholders - (175) (175)
Cash with subsidiaries over which
control has been obtained - 347 2,378
Finance income - - -
Expenditure on development costs - - (45)
_____ _____ _____
Cash consumed by investing activities (2,730) (3,564) (7,098)
FINANCING ACTIVITIES
Issue of ordinary shares - 1,971 4,283
Share issue expenses - - (305)
Bank loan 2,000 - 1,000
Loan note issued - - 4,000
Finance costs (134) (5) (29)
_____ _____ _____
Cash generated by financing activities 1,866 1,966 8,949
INCREASE/(DECREASE) IN CASH AND
CASH (604) (1,592) 295
EQUIVALENTS --------------- --------------- ---------------
Cash and cash equivalents brought
forward 3,107 2,812 2,812
_____ _____ _____
CASH AND CASH EQUIVALENTS CARRIED
FORWARD 2,503 1,220 3,107
_____ _____ _____
Represented by:
Cash at bank and in hand 2,503 1,220 2,812
_____ _____ _____
2,503 1,220 2,812
_____ _____ _____
Reconciliation of net cashflow
to movement in net debt:
Net increase/(decrease) in cash
and cash equivalents (604) (1,592) 295
Revolving credit facility drawn (2,000) - (1,000)
Convertible loan notes issued - - (4,000)
---------- ---------- ---------
Movement in net debt in the year (2,604) (1,592) (4,705)
Net debt as at beginning of period (1,893) 2,812 2,812
Net debt at end of period (4,497) 1,220 (1,893)
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2018
1. Corporate information
The interim consolidated financial statements of the group for
the period ended 30 June 2018 were authorised for issue in
accordance with a resolution of the directors on 17 September 2018.
Be Heard Group plc is a Public Limited Company listed on AIM,
registered in England and Wales and domiciled in the UK.
The interim consolidated financial statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006, and should be read in conjunction with the 2017
annual financial statements. The statutory audited accounts for the
year ended 31 December 2017 have been delivered to the Registrar of
Companies in England and Wales. The auditors' report on these
accounts was unqualified and did not contain statements under
section 498 of the Companies Act 2006.
2. Statement of Accounting policies
2.1 Basis of Preparation
The interim consolidated financial statements of the group for
the period ended 30 June 2018 have been prepared in accordance with
IAS 34 'Interim Financial Reporting' as adopted by the European
Union.
The interim consolidated financial statements do not include all
the information and disclosures required in the annual financial
statements, and should be read in conjunction with the group's
annual financial statements for the year ended 31 December 2017,
which were prepared in accordance with IFRS's as adopted by the
European Union.
The directors are satisfied that, at the time of approving the
consolidated interim financial statements, it is appropriate to
continue to adopt a going concern basis of accounting.
2.2 Accounting Policies
The accounting policies adopted in the preparation of the
interim consolidated financial statements are consistent with those
followed in the preparation of the group's annual financial
statements for the year ended 31 December 2017.
The principal accounting policies adopted in the preparation of
the financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise
stated.
These financial statements have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations issued by the
International Accounting Standards Board as adopted by the European
Union ("IFRSs") and with those parts of the Companies Act 2006
applicable to companies preparing their accounts under IFRSs. The
consolidated financial statements have been prepared under the
historical cost convention.
Standards and amendments and interpretations to published
standards not yet effective
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
group's accounting periods beginning on or after 1 July 2018 or
later periods and which the group has decided not to adopt early
are:
IFRS 16 Leases (effective for accounting periods beginning on or
after 1 January 2019)
Amendments to IFRS 3 Business Combinations (effective for
accounting periods beginning on or after 1 January 2019)
Amendments to IAS 12 Income Taxes (effective for accounting
periods beginning on or after 1 January 2019)
Amendments to IAS 19 Employee Benefits (effective for accounting
periods beginning on or after 1 January 2019)
Amendments to IAS 23 Borrowing Costs (effective for accounting
periods beginning on or after 1 January 2019)
The impact that the implementation of the above standards will
have on the financial statements is currently being assessed.
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2018
3. Segment Information
The Group's primary reporting format for segment information is
business segments which reflect the management reporting structure
in the Group.
Be Heard Media Planning Design, Content Data Full Service Consolidation Total
Group & Buying Build Management Analytics Agency
&UX
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Revenue
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
External 11 13,969 5,595 1,264 980 5,333 - 27,152
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Intercompany 300 129 1,301 160 148 - (2,038) -
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
---------------- ---------------- --------------- --------------- --------------- -------------- --------------- --------------------
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
311 14,098 6,896 1,424 1,128 5,333 (2,038) 27,152
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Profit/(loss)
before tax (1,754) (245) 1,331 (332) 178 263 (3,213) (3,771)
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Balance sheet
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Assets 55,109 10,490 8,900 1,113 562 2,873 (23,115) 55,932
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Liabilities (31,153) (7,914) (1,499) (1,481) (613) (1,477) 11,108 (33,029)
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
---------------- ---------------- ------------- ------------- ------------- ------------- --------------- --------------------
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Net
assets/(liabilities) 23,956 2,576 7,401 (368) (51) 1,396 (12,007) 22,903
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
---------------- ---------------- ------------ ------------ ------------ ------------ --------------- --------------------
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Other
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Capital expenditure
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
- Tangible
fixed assets 22 4 72 11 16 50 - 175
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Depreciation,
amortisation
and
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
other non
cash expenses 5 21 31 6 6 28 3,099 3,196
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
Interest paid 133 - - 1 - - 134
----------------- ----------------- ---------------- ---------------- ---------------- --------------- ---------------- ---------------------
There were no clients accounting for more than 10% of the
Group's turnover in the period.
4. Earnings per share
2018
GBP'000
The earnings per share is based on the following:
Earnings (3,126,933)
==========
Weighted average number of shares 994,036,220
Diluted number of shares 1,104,524,325
Earnings per share (0.00)
Diluted earnings per share (0.00)
======
Earnings per ordinary share has been calculated using the
weighted average number of shares in issue during the year. The
weighted average number of equity shares in issue was
994,036,220.
The diluted earnings per share is the same as the earnings per
share due to the consolidated group loss.
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2018
5. Intangible Assets
Goodwill
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Development on Customer Brand
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Costs Consolidation relationships Value Total
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Cost
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
31 December
2017 544 44,099 8,935 4,382 57,960
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
---------------- --------------------- ------------------ ------------------ ---------------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
30 June 2018 544 44,099 8,935 4,382 57,960
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
---------------- --------------------- ------------------ ------------------ --------------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Amortisation
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
31 December
2017 499 5,269 5,618 1,342 12,728
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Charge for the
period - - 869 730 1,599
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Impairment - 982 717 - 1,699
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
---------------- ----------------- ----------------- ----------------- -----------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
30 June 2018 499 6,251 7,204 2,072 16,026
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
---------------- ------------------ ------------------ ------------------ -----------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
Net book value
45 37,848 1,756 2,310 41,934
30 June 2018 --------------- --------------- --------------- --------------- ---------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
31 December
2017 45 38,830 3,317 3,040 45,232
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
--------------- --------------- --------------- --------------- ---------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
30 June 2017 - 32,340 2,609 1,583 36,532
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
--------------- --------------- --------------- --------------- ---------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
31 December
2016 25 34,539 3,999 1,709 40,272
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
--------------- --------------- --------------- --------------- ---------------
--------------- ------------------ ---------------------- ------------------- ------------------- ----------------------
The development costs relate to Amplify and Content Compas, data
analytics tools developed in-house by Agenda21.
6. Share capital
Allotted, issued and No Value
fully paid GBP
Ordinary shares of
1p each 1,040,778,370 10,407,784
================ ============
At 30 June 2018 the number of shares covered by option
agreements amounted to 58,752,033.
Shares issued in the period:
Date Description No shares Price/ Gross share
share value
p GBP
Agenda 21 earnout
18 April 2018 payment 26,952,693 2.987 805,508
18 April 2018 MMT earnout payment 31,877,944 3.550 1,131,667
------------------------- ---------------------
Totals 58,830,637 1,937,175
============ ==========
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2018
7. Related party transactions
During the period, the Group paid brokers fees of GBP20k (H1
2017: nil; FY 2017: GBP79k) to Dowgate Capital Stockbrokers
Limited. David Poutney, a Director of the Company, is Chairman of
Dowgate Capital Stockbrokers Limited. At 30 June 2018 GBPnil (30
June 2017: GBPnil) was due to Dowgate Capital Stockbrokers
Limited.
8. Seasonality
From a revenue perspective there are no clearly identifiable
trends suggesting a bias in favour of one reporting period over
another. With regards to earnings ('EBITDA Adjusted") there will be
a bias in favour of the second half of the year reflecting the cost
reduction/ restructure programme implemented in May of this
year.
9. Post Balance Sheet Events
On 4 September 2018 Peter Scott left his role as CEO of the
company and Simon Pyper was appointed interim CEO.
Further copies of this document are available both at the
registered office of the Company and from the offices of the
Company at 53 Frith Street, London W1D 4SN. The statement will also
be available to download on the Company's website.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LLFEDARIDLIT
(END) Dow Jones Newswires
September 18, 2018 02:00 ET (06:00 GMT)
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